Cetera Financial Group has barely begun the recently announced review of its capital structure with Goldman Sachs, but one of its six broker-dealers is already attracting interest from prospective acquirers.
Blucora, an Irvine, Tex.-based tax software company that paid $580 million for HD Vest Financial Services in 2015, has approached Cetera Financial Group about purchasing or "lifting out" Cetera Financial Specialists (CFS), a broker-dealer specializing in CPAs and other tax preparation specialists, according to sources.
The formal review of Cetera Financial Group’s capital structure is less than one week old and probably will take months. But if the network managed to sell CFS for a robust price, the lift-out could increase its financial strength significantly and enable the firm to alter its capital structure to its shareholders’ benefit. A successful asset sale also might go a long way to convincing Cetera’s diverse shareholder base that keeping the rest of the B-D network independent made sense.
A spokesperson for Cetera said the firm has “just initiated its capital structure review, and our goals are to lower our cost of capital and increase our continued investments in the business. As part of this process, we have just recently engaged our advisor, so any suggestions about potential suitors for this process is nothing but speculation.”
This isn’t the first time Blucora has indicated an interest in CFS, several sources said. In 2016, it reportedly reached out to Cetera’s parent, Nick Schorsch’s debt-strapped Realty Capital, about acquiring the unit when both Cetera and Realty Capital were in bankruptcy. At that time, CFS reportedly had the highest margins of any B-D in the Cetera network.
CFS is a former Genworth B-D that, like HD Vest and First Global Advisors, was established to serve CPAs. According to data collected for Financial Advisor’s upcoming broker-dealer survey, CFS had 1,130 producing reps generating $127,000 per rep.
For the sake of comparison, HD Vest posted gross revenues of about $349 million last year. It had 3,997 reps at year-end, which translates into $87,220 per rep.
One investment banking source said Blucora had contacted other private equity firms, including former Cetera parent Lightyear Capital, about partnering to fund an acquisition.
Private equity companies increasingly are making investments in public companies. Lightyear has extensive experience in both the B-D and financial software industries. It sold Cetera to Realty Capital for $1.1 billion in 2016. At present, it owns Advisor Group, another leading broker-dealer network, and several financial software and technology companies.
CFS is garnering the attention of other private equity firms as well. At least two mid- to large-sized private equity firms were also approaching First Global Advisors, another B-D specializing in serving accountants, about making a joint bid for CFS, according to a private equity placement agent who wished to remain anonymous.
First Global, this source said, was “almost definitely not interested” but may feel compelled to at least look at CFS since there are so few B-D’s focused on the narrow accountant space. But if a bidding war erupted and Cetera managed to get a healthy premium for CFS, Cetera Financial Group CEO Robert Moore would look like a big winner to his diverse base of shareholders, many of whom were debt-holders who received equity when Cetera came out of bankruptcy in 2016.
A spokesman for Cetera would not confirm any of the reports. “We are well aware of the kind of speculation a capital structure review such as ours might typically generate, and as a matter of policy, we never publicly discuss speculative chatter of this nature,” the spokesman said in a statement.